To: ms.smartest.person who wrote (17 ) 12/4/2003 3:38:57 AM From: ms.smartest.person Read Replies (1) | Respond to of 130 10/09/02 Koala Announces Acquisition of Route1 Corporation VANCOUVER, British Columbia--(BUSINESS WIRE)--Oct. 9, 2002--Koala International Wireless, Inc. ("Koala" or the "Company")(KIWI - news) announced today that it has acquired Route1 Corporation, a private Ontario company based in Toronto, Canada ("Route1"). The acquisition was completed through a voluntary Share Exchange ("Agreement"), whereby the shareholders of Route1 voluntarily exchanged all of the outstanding common stock of Route1 for 6,000,000 shares of common stock of Koala. Immediately following the transaction, Route1 became a wholly-owned subsidiary of the Company. Under the terms of the Agreement and in consideration for the shares of Route1, Koala will issue 6,000,000 common shares (the "Purchase Shares") to the shareholders of Route1. The Purchase Shares will be held in escrow pending effectiveness of an Information Statement related to the transaction. The Board of Directors of the Company has approved the transaction. The Company is now in the process of preparing a Preliminary Information Statement on Form 14C which will be filed with the SEC in connection with the acquisition of Route1. Following a ten-day waiting period during which the SEC may comment on the Information Statement, the Company will file a definitive Information Statement with the SEC and mail the Information Statement to shareholders of the Company. Twenty days after filing the Information Statement, the Purchase Shares will be released from escrow to the respective shareholders of Route1 Corporation. Details of the acquisition of Route1 will be provided in the Form 8-K current report of the Company that will be filed prior to October 11, 2002. The Company expects to file an amended Form 8-K containing an audited pro-forma financial statement within 60 days of the acquisition of Route1. Under the terms of the Agreement, Koala will change its name to Route1 International Corporation in order to better reflect the new business of the company. The change of name of Koala was approved by a written resolution of shareholders of Koala holding at least a majority of the issued and outstanding stock of the Company. Following the Share Exchange, Christine Cerisse resigned as President and Secretary of the Company, but will continue as Chairman and Treasurer. The new President and CEO of the Company is Mr. K. Andrew White, the current CEO of Route1. Mr. White was also appointed Secretary of the Company and will join the Board of Directors of Koala. Larry Wintemute has resigned as a Director of Koala. Route1 Corporation is in the business of billing, tracking, settlement and data management for Mobile Virtual Network Operators (MVNO's). An MVNO is a wireless communications provider that does not maintain its own network infrastructure; rather, it contracts with traditional mobile operators to provide minutes to its subscribers, eliminating the costs of obtaining licenses and building a network. Route1 has developed a number of proprietary encryption and related software applications that enable the delivery of secure data and short messaging transmissions over an MVNO. Route1's technology and vision will allow the combined companies to complete the MVNO strategy. This material includes forward-looking statements based on management's current reasonable business expectations. In this document, the words "will," "expects," and similar expressions identify certain forward-looking statements. These statements are made in reliance on the Private Securities Litigation Reform Act, Section 27A of the Securities act of 1933, as amended. There are numerous risks and uncertainties that could result in actual results differing materially from expected outcomes. The material should be read in conjunction with the Company's current annual and quarterly reports filed with the SEC, which contain discussions of currently known factors that could significantly impact the Company's future expectations.investor.news.com